VINCI

Capital/Financing Update • Jul 19, 2013

Final Terms dated 10 January 2012

VINCI

Euro 3,000,000,000 Euro Medium Term Note Programme for the issue of Notes

SERIES NO: 2 TRANCHE NO: 2

EUR 250,000,000 4.125 per cent. Notes due 20 February 2017

(the "Notes")

to be assimilated (assimilées) upon listing and form a single series with the existing

Tranche 1 EUR 750,000,000 4.125 per cent. Notes due 20 February 2017 issued on 19 December 2011

(the "Existing Notes")

Issued by: VINCI (the "Issuer")

BNP PARIBAS

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 22 June 2011, the first supplement to the Base Prospectus dated 8 September 2011 and the second supplement to the Base Prospectus dated 14 November 2011 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended by Directive 2010/73/EU (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the websites of (a) the Autorité des marchés financiers (www.amf-france.org) and (b) the Issuer (www.vinci.com) and copies may be obtained free of charge from VINCI, 1 cours Ferdinand de Lesseps - 92500 Rueil-Malmaison cedex, France.

1.	Issuer:	VINCI
$\overline{2}$	Series Number: (i)	2
	(ii) Tranche Number:	$\overline{2}$
$\mathbf{3}$ .	Specified Currency or Currencies:	Euro ("EUR")
4.	Aggregate Nominal Amount of Notes admitted to trading:
	Series: $\bf(i)$	EUR 1,000,000,000
	Tranche: (ii)	EUR 250,000,000
5.	Issue Price:	101.801 per cent. of the Aggregate Nominal Amount plus accrued interest from and including - the Interest Commencement Date to but excluding the Issue Date amounting to EUR 678,082.19
6.	Specified Denomination:	EUR 100,000
7.	Issue Date: (i)	12 January 2012
	(ii) Interest Commencement
	Date:	19 December 2011
8.	Maturity Date:	20 February 2017
9.	Interest Basis:	4.125 % Fixed Rate
		(further particulars specified below)
10.	Redemption/Payment Basis:	Redemption at par
11. Change of Interest or Redemption/ Payment Basis:		Not Applicable
	12. Put/Call Options:	Not Applicable
13.	Status of the Notes: (i)	Unsubordinated Notes
	(ii) Dates of the corporate authorisations for issuance of the Notes:	Authorisation of the Board of Directors of the Issuer dated 17 October 2011 and decision of Mr. Xavier Huillard, Président Directeur Général of the Issuer, dated 4 January 2012
14.	Method of distribution:	Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions:	Applicable
	Rate of Interest: (i)	4.125 per cent. per annum payable annually in arrear
	Interest Payment Date(s): (ii)	20 February in each year, commencing on 20 February

There will be a first long coupon in respect of the first Interest Period from, and including, the Interest

2013

		Commencement Date to, but excluding, 20 February 2013.
	(iii) Fixed Coupon Amount:	EUR 4,125 per Note of EUR 100,000 specified denomination
	(iv) Broken Amount(s):	In respect of the first Interest Payment Date: EUR 4,836.99 per Note of EUR 100,000 specified denomination.
	Day Count Fraction: (v)	Actual/Actual (ICMA)
	(vi) Determination Dates:	20 February in each year
	(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:	Not Applicable
16.	Floating Rate Note Provisions:	Not Applicable
17.	Zero Coupon Note Provisions:	Not Applicable
18.	Index-Linked Interest Note/Inflation Linked Interest Note/other variable-linked interest Note Provisions:	Not Applicable
	19. Dual Currency Note Provisions:	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
20.	Call Option:	Not Applicable
21.	Put Option:	Not Applicable
22.	Final Redemption Amount of each Note:	EUR 100,000 per Note of EUR 100,000 specified denomination
23.	Redemption by Instalments:	Not Applicable
24.	Early Redemption Amount:
	Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(f)), for illegality (Condition 6(j)) or on event of default (Condition 9) or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):	EUR 100,000 per Note of EUR 100,000 specified denomination
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.	Form of Notes:	Dematerialised Notes
	Dematerialised (i) Form οf Notes:	Bearer dematerialised form (au porteur)
	Registration Agent: $(\mathbf{H})$	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable
	26. Financial Centre(s) other or special provisions relating to

罗

	Payment Dates:	TARGET 2
	27. Talons for future Coupons or Receipts be attached $\mathbf{t}$ to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid	Not Applicable
	Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay: 29. Details relating to Instalment Notes: amount of each instalment,	Not Applicable
	date on which each payment is to be made:	Not Applicable
	30. Redenomination, renominalisation
	and reconventioning provisions:	Not Applicable
31.	Consolidation provisions:	Not Applicable
32.	Representation of holders of Notes/Masse:	Applicable
		The initial Representative will be:
		Stéphanie Besse
		c/o Natixis
		47, quai d'Austerlitz
		75013 Paris France
		The alternate Representative will be:
		Marc Gueguen
		c/o Natixis
		47, quai d'Austerlitz
		75013 Paris
		France
		The Representative will not receive any remuneration.
33.	Other final terms:	Not Applicable
	DISTRIBUTION
34.	(i) If syndicated, names of Managers:	Not Applicable
	(ii) Date of Subscription
	Agreement:	Not Applicable
	(iii) Stabilising Manager(s) (if
	any):	Not Applicable

	35. If non-syndicated, name of Dealer:	BNP Paribas
	36. Additional selling restrictions:	Not Applicable
	37. U.S. selling restrictions:	The Issuer is Category 2 for the purposes of Regulation S under the United States Securities Act of 1933, as amended.
		TEFRA Not Applicable
	GENERAL
	The aggregate principal amount of Notes

ac ринсіраї атоunt от Notes issued has been translated into Euro at the rate of [.] producing a sum of:

Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris of the Notes described herein pursuant to the Euro 3,000,000,000 Medium Term Note Programme of VINCI.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of VINCI:

Dosmitin

By: Marie BASTART Duly authorised

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING 1.

(i) Admission to trading:

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from the Issue Date.

(ii) Estimate of total expenses related to admission to trading:

(iii) Other markets or equivalent markets on which, to the knowledge of the Issuer. securities of the same class of the Notes to be admitted to trading are already admitted to trading:

EUR3,400

The Existing Notes are already admitted to trading on Euronext Paris.

RATINGS $\overline{2}$

Ratings:

The Programme has been rated BBB+ by Standard & Poor's Credit Markets Services Europe Limited ("S&P") and Baal by Moody's Investors Services Ltd. ("Moody's").

The Notes to be issued have been rated: S&P: BBB+ Moody's: Baal

Each of S&P and Moody's is established in the European Union and registered under Regulation $(EC)$ No 1060/2009.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

$\boldsymbol{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	See " Use of Proceeds " wording in Base Prospectus
(ii)	Estimated net proceeds:	Not Applicable
	(iii) Estimated total expenses:	Not Applicable
5.	YIEL D
Indication of yield:		3.727 per cent, per annum
		The yield is calculated at the Issue Date on the basis of the

Issue Price. It is not an indication of future yield.

11. OPERATIONAL INFORMATION

ISIN Code:	FR0011164888
Common Code:	071975398
Depositaries:
(i) Euroclear France to act as Central Depositary:	Yes
(ii) Depositary Common for Bank Euroclear and Clearstream Banking, société anonyme:	No
Any clearing system(s) other than Euroclear Bank S.A.M.V. and Clearstream Banking, société anonyme identification the. relevant and
$number(s)$ :	Not Applicable
Delivery:	Delivery against payment
Names and addresses of initial Paying $Agent(s)$ :	BNP Paribas Securities Services (affiliated with Euroclear France under number 29106) 9, rue du Débarcadère 93761 Pantin cedex France
Names and addresses of additional Paying Agent(s) (if any):	Not Applicable